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MSCI EQUITY INCENTIVE COMPENSATION PLAN 2008 AWARD CERTIFICATE FOR STOCK UNITS FOR EXECUTIVE OFFICERS AND THE GENERAL COUNSEL

Exclusivity No Shop Agreement

MSCI 

EQUITY INCENTIVE COMPENSATION PLAN 

2008 AWARD CERTIFICATE 

FOR STOCK UNITS 

FOR EXECUTIVE OFFICERS 

AND THE GENERAL COUNSEL | Document Parties: MSCI INC. You are currently viewing:
This Exclusivity No Shop Agreement involves

MSCI INC.

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Title: MSCI EQUITY INCENTIVE COMPENSATION PLAN 2008 AWARD CERTIFICATE FOR STOCK UNITS FOR EXECUTIVE OFFICERS AND THE GENERAL COUNSEL
Governing Law: New York     Date: 1/29/2009
Industry: Printing and Publishing     Sector: Services

MSCI 

EQUITY INCENTIVE COMPENSATION PLAN 

2008 AWARD CERTIFICATE 

FOR STOCK UNITS 

FOR EXECUTIVE OFFICERS 

AND THE GENERAL COUNSEL, Parties: msci inc.
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Exhibit 10.30

MSCI

EQUITY INCENTIVE COMPENSATION PLAN

2008 AWARD CERTIFICATE

FOR STOCK UNITS

FOR EXECUTIVE OFFICERS

AND THE GENERAL COUNSEL


TABLE OF CONTENTS

 

 

 

 

  

 

  

PAGE

SECTION 1.

  

Stock Units Generally.

  

4

SECTION 2.

  

Vesting Schedule; Conversion.

  

4

SECTION 3.

  

Six-Month Delay for Specified Employees.

  

5

SECTION 4.

  

Dividend Equivalent Payments.

  

5

SECTION 5.

  

Death and Disability.

  

6

SECTION 6.

  

Full Career Retirement.

  

6

SECTION 7.

  

Involuntary Termination by the Company.

  

6

SECTION 8.

  

Governmental Service Termination.

  

6

SECTION 9.

  

Qualifying Termination.

  

6

SECTION 10.

  

Qualifying Change in Control.

  

7

SECTION 11.

  

Termination of Employment and Cancellation of Awards.

  

7

SECTION 12.

  

Tax and Other Withholding Obligations.

  

7

SECTION 13.

  

Satisfaction of Obligations.

  

8

SECTION 14.

  

Nontransferability.

  

8

SECTION 15.

  

Designation of a Beneficiary.

  

8

SECTION 16.

  

Ownership and Possession.

  

9

SECTION 17.

  

Securities Law Compliance Matters.

  

9

SECTION 18.

  

Compliance with Laws and Regulations.

  

9

SECTION 19.

  

No Entitlements.

  

9

SECTION 20.

  

Consents under Local Law.

  

10

SECTION 21.

  

Award Modification.

  

10

SECTION 22.

  

Severability.

  

11

SECTION 23.

  

Successors.

  

11

SECTION 24.

  

Governing Law.

  

11

SECTION 25.

  

Rule of Construction for Timing of Conversion.

  

11

SECTION 26.

  

Defined Terms.

  

11


MSCI 2008 AWARD CERTIFICATE

FOR STOCK UNITS

FOR EXECUTIVE OFFICERS

AND THE GENERAL COUNSEL

MSCI has awarded you stock units as an incentive for you to continue to remain in Employment and provide services to the Company, from the Date of the Award through the Scheduled Vesting Dates, as provided in this Award Certificate. This Award Certificate sets forth the general terms and conditions of your 2008 stock unit award.

The number of stock units in your award has been communicated to you separately in a term sheet delivered to you. If you are employed outside the United States, you will also receive an “International Tax Supplement” that contains supplemental terms and conditions for your 2008 stock unit award. This Award Certificate should be read in conjunction with the International Tax Supplement, if applicable, in order for you to understand the terms and conditions of your stock unit award.

Your stock unit award is made pursuant to the Plan. References to “stock units” in this Award Certificate mean only those stock units included in your 2008 stock unit award, and the terms and conditions herein apply only to such award. If you receive any other award under the Plan or another equity compensation plan, it will be governed by the terms and conditions of the applicable award documentation, which may be different from those herein.

The purpose of the stock unit award is, among other things, to align your interests with the interests of the Company and to reward you for your continued Employment and service to the Company in the future. In view of these purposes, you will earn each portion of your 2008 stock unit award only if you remain in continuous Employment through the applicable Scheduled Vesting Date or as otherwise set forth below.

Section 409A of the Internal Revenue Code imposes rules relating to the taxation of deferred compensation, including your 2008 stock unit award. The Company reserves the right to modify the terms of your 2008 stock unit award, including, without limitation, the payment provisions applicable to your stock units, to the extent necessary or advisable to comply with Section 409A of the Internal Revenue Code and reserves the right to make any changes to your stock unit award so that it does not become subject to Section 409A or become subject to a six-month wait period under Section 409A.


Capitalized terms used in this Award Certificate that are not defined in the text have the meanings set forth in Section 26 below. Capitalized terms used in this Award Certificate that are not defined in the text or in Section 26 below have the meanings set forth in the Plan.

SECTION 1 . Stock Units Generally.

Each of your stock units corresponds to one share of MSCI class A common stock. A stock unit constitutes an unsecured promise by MSCI to pay you one share of MSCI class A common stock on the conversion date for the stock unit. As the holder of stock units, you have only the rights of a general unsecured creditor of MSCI. You will not be a stockholder with respect to the shares of MSCI class A common stock underlying your stock units unless and until your stock units convert to shares.

SECTION 2 . Vesting Schedule; Conversion.

(a) Vesting Schedule . Your stock units will vest according to the following schedule: [                            ]. Any fractional stock units resulting from the application of the vesting schedule will be aggregated and will vest on the First Scheduled Vesting Date. Except as otherwise provided in this Award Certificate, each portion of your stock units will vest only if you continue to serve the Company by remaining in continuous Employment through the applicable Scheduled Vesting Date. The special vesting terms set forth in Section 5, Section 6, Section 7, Section 8, Section 9 and Section 10 of this Award Certificate apply (i) if your Employment terminates by reason of your death or Disability, (ii) if your Employment terminates in a Full Career Retirement, (iii) if the Company terminates your Employment in an involuntary termination under the circumstances described in Section 7, (iv) if your Employment terminates in a Governmental Service Termination, (v) if your Employment terminates in a Qualifying Termination or (vi) in the event of a Qualifying Change in Control. Vested stock units are subject to any transfer restrictions and cancellation and tax withholding provisions set forth in this Award Certificate.

(b) Conversion .

(i) Except as otherwise provided in this Award Certificate, each of your vested stock units will convert to one share of MSCI class A common stock on the applicable Scheduled Vesting Date.

(ii) Shares to which you are entitled upon conversion of stock units under any provision of this Award certificate shall not be subject to any transfer restrictions, other than those that may arise under the securities laws or the Company’s policies, or to cancellation under the circumstances set forth in Section 11(c).

 

4


SECTION 3 . Six-Month Delay for Specified Employees.

Notwithstanding the other provisions of this Award Certificate, to the extent necessary to comply with Section 409A of the Internal Revenue Code, if MSCI considers you to be one of its “specified employees” as defined in Section 409A of the Internal Revenue Code (which will not occur until after April 1, 2009) at the time of your Separation from Service, either (i) conversion of your stock units will be delayed until the first business day following the date that is six months after your Separation from Service or (ii) your stock units will convert into a right to receive cash equal to the value of the stock price underlying such units on the date of your Separation from Service, to be paid on the sixth month anniversary of such date with accrued interest, as determined by the Company; provided that while you may express to the Company your preference as to the form of consideration, the ultimate determination as to such form will be solely at the Company’s discretion; provided, further , that to the extent this Section 3 is applicable, in the event that after the date of your termination of Employment, you (i) die or (ii) accept employment at a Governmental Employer and you provide the Company with satisfactory evidence demonstrating that as a result of such new employment, the divestiture of your continued interest in MSCI equity awards or continued ownership in MSCI class A common stock is reasonably necessary to avoid the violation of U.S. federal, state or local or foreign ethics law or conflicts of interest law applicable to you at such Governmental Employer, payment will be made immediately.

SECTION 4 . Dividend Equivalent Payments.

Until your stock units convert to shares, if and when MSCI pays a regular or ordinary cash dividend on its class A common stock, you will be paid a dividend equivalent in the same amount as the dividend you would have received if you held shares for your vested and unvested stock units. No dividend equivalents will be paid to you with respect to any canceled stock units.

MSCI will decide on the form of payment and may pay dividend equivalents in shares of MSCI class A common stock, in cash or in a combination thereof. MSCI will pay the dividend equivalent when it pays the corresponding dividend on its class A common stock.

Because dividend equivalent payments are considered part of your compensation for income tax purposes, they will be subject to applicable tax and other withholding obligations.

 

5


SECTION 5 . Death and Disability.

The following special vesting and payment terms apply to your stock units:

(a) Termination of Employment due to Death . If your Employment terminates due to death, all of your unvested stock units will immediately vest. Your stock units will convert to shares of MSCI class A common stock upon your death; provided that MSCI has knowledge of your death within seventy-five days following your death. Such shares will be delivered to the beneficiary you have designated pursuant to Section 15 or the legal representative of your estate, as applicable.

(b) Termination of Employment due to Disability . If your Employment terminates due to Disability, provided that no Cancellation Event has occurred, all of your unvested stock units will vest and convert to shares of MSCI class A common stock on the date your Employment terminates, and you will no longer be subject to the cancellation provisions described in Section 11.

SECTION 6 . Full Career Retirement.

In the event of your Full Career Retirement, provided that no Cancellation Event has occurred, all of your unvested stock units will vest and convert to shares of MSCI class A common stock on the date your Employment terminates, and, following conversion, you will no longer be subject to the cancellation provisions described in Section 11, except as provided in Section 3.

SECTION 7 . Involuntary Termination by the Company.

If the Company terminates your Employment under circumstances not involving a Cancellation Event and you sign an agreement and release satisfactory to the Company, all of your unvested stock units will vest on the date your Employment terminates. On that date, your stock units will convert to shares of MSCI class A common stock, and you will no longer be subject to the cancellation provisions described in Section 11, except as provided in Section 3.

SECTION 8 . Governmental Service Termination.

If your Employment terminates in a Governmental Service Termination under circumstances not involving a Cancellation Event, all of your unvested stock units will vest and convert to shares of MSCI class A common stock on the date your Employment terminates, and you will no longer be subject to the cancellation provisions described in Section 11.

SECTION 9 . Qualifying Termination.

If your employment terminates in a Qualifying Termination, all unvested stock units will vest and be converted into shares of MSCI class A common stock on the date of your Qualifying Termination, and you will no longer be subject to the cancellation provisions described in Section 11, except as provided in Section 3.

 

6


SECTION 10 . Qualifying Change in Control.

In the event of a Qualifying Change in Control, all of your unvested stock units will vest and be converted into shares of MSCI class A common stock as of the effective date of the Qualifying Change in Control.

SECTION 11 . Termination of Employment and Cancellation of Awards.

(a) Cancellation of Unvested Awards . Your unvested stock units will be canceled and forfeited in full if your Employment terminates for any reason other than under the circumstances set forth in this Award Certificate for death, Disability, Full Career Retirement, Governmental Service Termination, an involuntary termination by the Company not involving a Cancellation Event, a Qualifying Termination or a Qualifying Change in Control.

(b) General Treatment of Vested Awards . Except as otherwise provided in this Award Certificate, your vested stock units will convert to shares of MSCI class A common stock on the date they vest. The withholding provisions set forth in Section 12 of this Award Certificate will continue to apply until the later of (i) the date your stock units convert to shares of MSCI class A common stock or (ii) the date the shares of MSCI class A common stock are delivered.

(c) Cancellation Events . Your stock units will be canceled prior to conversion in the event of any Cancellation Event. This Section 11 shall apply notwithstanding any other terms of this Award Certificate (except where sections in this Award Certificate specifically provide that the Cancellation Events no longer apply).

SECTION 12 . Tax and Other Withholding Obligations.

Pursuant to rules and procedures that MSCI establishes (including those in Section 13), tax or other withholding obligations arising upon conversion of your stock units will be satisfied by having MSCI withhold shares of MSCI class A common stock or by tendering shares of MSCI class A common stock, in each case in an amount sufficient to satisfy the tax or other withholding obligations, unless MSCI, in its sole discretion, provides for a cash withholding option which would permit MSCI to withhold cash in the same amount. Shares withheld or tendered will be valued using the fair market value of MSCI class A common stock on the later of (i) the date your stock units convert or (ii) the date the shares of MSCI class A common stock are delivered, using a valuation methodology established by MSCI.

 

7


In order to comply with applicable accounting standards or the Company’s policies in effect from time to time, MSCI may limit the amount of shares that you may have withheld or that you may tender.

SECTION 13 . Satisfaction of Obligations.

Notwithstanding any other provision of this Award Certificate, MSCI shall have such rights of offset with respect to your stock units as set forth in Section 16(a) of the Plan.

SECTION 14 . Nontransferability.

You may not sell, pledge, hypothecate, assign or otherwise transfer your stock units, other than as provided in Section 15 (which allows you to designate a beneficiary or beneficiaries in the event of your death) or by will or the laws of descent and distribution or otherwise as provided for by the Committee. This prohibition includes any assignment or other transfer that purports to occur by operation of law or otherwise. During your lifetime, payments relating to the stock units will be made only to you.

Your personal representatives, heirs, legatees, beneficiaries, successors and assigns, and those of MSCI, shall all be bound by, and shall benefit from, the terms and conditions of your award.

SECTION 15 . Designation of a Beneficiary.

You may make a written designation of a beneficiary or beneficiaries to receive all or part of the shares to be paid under this Award Certificate in the event of your death. To make a beneficiary designation, you must complete and file the form attached hereto as Appendix A with the Company’s Human Resources Department.

Any shares that become payable upon your death, and as to which a designation of beneficiary is not in effect, will be distributed to your estate.

You may replace or revoke your beneficiary designation at any time. If there is any question as to the legal right of any beneficiary to receive shares under this award, MSCI may determine in its sole discretion to deliver the shares in question to your estate. MSCI’s determination shall be binding and conclusive on all persons and it will have no further liability to anyone with respect to such shares.

 

8


SECTION 16 . Ownership and Possession.

(a) Generally . Generally, you will not have any rights as a stockholder in the shares of MSCI class A common stock corresponding to your stock units prior to conversion of your stock units.

Prior to conversion of your stock units, however, you will receive dividend equivalent payments, as set forth in Section 4 of this Award Certificate.

(b) Following Conversion . Subject to Section 12, following conversion of your stock units you will be the beneficial owner of the net shares issued to you, and you will be entitled to all rights of ownership, including voting rights and the right to receive cash or stock dividends or other distributions paid on the shares.

SECTION 17 . Securities Law Compliance Matters.

The Administrator may, if it determines it is appropriate, affix any legend to the stock certificates representing shares of MSCI class A common stock issued upon conversion of your stock units (and any stock certificates that may subsequently be issued in substitution for the original certificates). MSCI may advise the transfer agent to place a stop order against such shares if it determines that such an order is necessary or advisable.

SECTION 18 . Compliance with Laws and Regulations.

Any sale, assignment, transfer, pledge, mortgage, encumbrance or other disposition of shares issued upon conversion of your stock units (whether directly or indirectly, whether or not for value, and whether or not voluntary) must be made in compliance with any applicable constitution, rule, regulation, or policy of any of the exchanges or associations or other institutions with which the Company has membership or other privileges, and any applicable law, or applicable rule or regulation of any governmental agency, self-regulatory organization or state or federal regulatory body.

SECTION 19 . No Entitlements.

(a) No Right to Continued Employment . This stock unit award is not an employment agreement, and nothing in this Award Certificate, the International Tax Supplement, if applicable, or the Plan shall alter your status as an “at-will” employee of the Company. None of this Award Certificate, the International Tax Supplement, if applicable, or the Plan shall be construed as guaranteeing your Employment or as giving you any right to continue in the employ of the Company during any period (including without limitation the period between the Date of the Award and any of the First Scheduled Vesting Date, the Second Scheduled Vesting Date, the Third Scheduled Vesting Date, or, if applicable, the Fourth Scheduled Vesting Date or any portion of any of these periods), nor shall they be construed as giving you any right to be reemployed by the Company following any termination of Employment.

 

9


(b) No Right to Future Awards . This award, and all other awards of stock units and other equity-based awards, are discretionary. This award does not confer on you any right or entitlement to receive another award of stock units or any other equity-based award at any time in the future or in respec


 
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